Common use of Maturity Conversion Clause in Contracts

Maturity Conversion. In the event that as of the Maturity Date, there has not been a conversion pursuant to Section 4.1, Section 4.2, or Section 4.4 or the repayment of such Note, each Purchaser may elect, on or after the Maturity Date, by notice to the Company not later than thirty (30) days after the Maturity Date, to convert the outstanding principal balance and unpaid accrued interest of such Purchaser’s Note into that number of Conversion Shares equal to the quotient obtained by dividing (x) the outstanding principal balance and unpaid accrued interest of such Note on the date of such conversion by (y) the applicable Conversion Price. In the event that a Purchaser has not provided notice to the Company via the Lead Investor of the Special Purpose Vehicle of such Purchaser’s election to convert such Purchaser’s Note into Conversion Shares as provided in this Section 4.3, the Company, at its option, at any time after such thirty (30) day period, may pay to such Purchaser the outstanding principal balance and unpaid accrued interest of such Note. The Conversion Shares shall be shares of Series A Preferred Stock of the Company, which shall be a newly created series of Preferred Stock having the identical rights, preferences and privileges as the Series AA Preferred Stock of the Company, and otherwise on the same terms and conditions, other than with respect to (i) the per share liquidation preference and the conversion price of the Series AA Preferred Stock for purposes of price-based anti-dilution protection, which will equal the Conversion Price, (ii) the per share dividend, which will be the same percentage of the Conversion Price as applied to determine the per share dividends of holders of Series AA Preferred Stock relative to the purchase price paid by such holders and (iii) such other terms and conditions as to be agreed upon by the parties. The Series A Preferred Stock shall otherwise vote as a single series with the Series AA Preferred Stock except that any amendment or modification of the Series A Preferred Stock that does not otherwise apply on the same terms as the Series AA Preferred Stock shall be voted on by the Series A Preferred Stock as a separate series. All the terms in this Section 4.3 are subject to the terms and conditions of the Special Purpose Vehicle as administered by the Lead Investor.

Maturity Conversion. In Upon the event that as occurrence of an Event of Default or if the Note has not been converted or repaid prior to the Maturity Date, there has not been a conversion pursuant to Section 4.1the Holder shall be entitled, Section 4.2, or Section 4.4 or the repayment of such Note, each Purchaser may elect, on or after the Maturity Date, by notice to the Company not later than thirty (30) days after the Maturity Dateupon Xxxxxx’s election, to convert the outstanding principal balance and unpaid accrued interest Outstanding Amount of such Purchaser’s this Note into that number of Conversion Shares equal to the quotient obtained by dividing (x) the outstanding principal balance and unpaid accrued interest of such Note on the date of such conversion by (y) the applicable Conversion Price. In the event that a Purchaser has not provided notice to the Company via the Lead Investor of the Special Purpose Vehicle of such Purchaser’s election to convert such Purchaser’s Note into Conversion Shares as provided in this Section 4.3, the Company, at its option, at any time after such thirty (30) day period, may pay to such Purchaser the outstanding principal balance and unpaid accrued interest of such Note. The Conversion Shares shall be shares of Series A Preferred Stock of the Company, which shall be a newly created series of Preferred Stock having at a per share conversion price equal to (i) the identical Valuation Cap Amount divided by (ii) the number of Outstanding Shares (a “Maturity Conversion”). The shares of such newly created series of Preferred Stock issued pursuant to this Section 4(e) shall have terms which are substantially the same as the Company’s Series D Preferred Stock (or, if (x) the Company issues, in an Option Equity Financing, shares of a newly created series of Preferred Stock for aggregate gross cash proceeds of such Option Equity Financing actually received by the Company (excluding, for the avoidance of doubt, any proceeds from conversion of indebtedness) of not less than $25,000,000, (y) any of the Notes remain outstanding after such Option Equity Financing, and (z) such newly created series of Preferred Stock issued in connection with the Option Equity Financing ranks either senior to or pari passu with the rights, preferences and privileges of the Company’s Series D Preferred Stock, then the shares of the newly created series of Preferred Stock issued pursuant to this Section 4(e) shall have terms which are substantially the same as the Series AA newly created series of Preferred Stock issued in connection with the Option Equity Financing (the series of Preferred Stock issued pursuant to this Section 4(e) being referred to herein as the “New Preferred Stock”)), except that (i) such shares shall be senior in all respects to the Series D Preferred Stock and all other Preferred Stock, (ii) such shares shall provide for customary terms and conditions with respect thereto (including reasonable provisions to protect its seniority), (iii) the holders of record of shares of the New Preferred Stock, exclusively and as a separate class, shall be entitled to elect seven (7) directors of the Company, and otherwise on the same terms and conditions, other than with respect to (iiv) the per share liquidation preference and the conversion price provisions of Section 3.3.5 of Article IV, Part B of the Series AA Preferred Stock for purposes of price-based anti-dilution protection, which will equal Current Certificate as amended and/or restated to reflect the Conversion Price, (ii) the per share dividend, which will be the same percentage authorization and issuance of the Conversion Price as applied to determine the per share dividends of holders of Series AA Preferred Stock relative to the purchase price paid by such holders and (iii) such other terms and conditions as to be agreed upon by the parties. The Series A Preferred Stock shall otherwise vote as a single series with the Series AA Preferred Stock except that any amendment or modification of the Series A Preferred Stock that does not otherwise apply on the same terms as the Series AA New Preferred Stock shall be voted on modified to delete therefrom the words “or unless such debt security or other indebtedness for borrowed money has received the prior approval of the Board of Directors” and (v) in connection with the issuance of shares of New Preferred Stock upon a Maturity Conversion, the Investors’ Rights Agreement shall be amended by adding thereto a provision substantially similar to Section 5.5 of the National Venture Capital Association’s model form of Investors’ Rights Agreement (as then available at xxxxx://xxxx.xxx/model-legal-documents/; the “Model Form”) requiring approval of matters enumerated in such Section 5.5 of the Model Form by a “Requisite Preferred Director Vote”, with the term “Preferred Director” defined for that purpose as meaning any director of the Company elected by the Series A holders of New Preferred Stock as a separate series. All the terms set forth in clause (iii) of this Section 4.3 are subject 4(e) or designated to serve on the terms and conditions Board of Directors pursuant to clause 3.2(g), (h) or (i) of the Special Purpose Vehicle Investors’ Rights Agreement, and with the term “Requisite Preferred Director Vote” defined for that purpose as administered by meaning approval of the Lead InvestorBoard of Directors including the vote of a majority of the Preferred Directors then seated.

Maturity Conversion. In If the event that as of Next Equity Financing has not been consummated on or before the Maturity Date, there has not been a conversion pursuant the aggregate Conversion Amount of all outstanding Notes shall convert upon the election of the Majority Holders, delivered to Section 4.1, Section 4.2, or Section 4.4 or the repayment of such Note, each Purchaser may elect, Company on or after before the Maturity Date, by notice into such number of shares of a next series of Preferred Stock of the Company (the “Maturity Conversion Preferred”) to be determined and described as a completely new Series of Preferred Stock (and not sub-class of existing any Series of Preferred Stock) identical to the Company not later than thirty current Series B-1 Preferred Stock subject to the following changes: (301) days after The principal of and accrued interest on all Notes shall convert into a number of shares of Maturity Conversion Preferred that represents the Note Percentage of a number of aggregate shares of capital stock equal to the sum of: (i) the Maturity Date, Capitalization on an as converted to convert Common Stock basis; plus (ii) the outstanding principal balance and unpaid accrued interest of such Purchaser’s Note into that number of shares of Maturity Conversion Shares Preferred issued upon such conversion of all the Notes; (2) The conversion price and Original Issue Price per share of the Maturity Conversion Preferred (as used in the Company’s Amended and Restated Certificate of Incorporation) (the “Company Charter”) shall be equal to the quotient obtained by dividing equal to: (xi) the outstanding aggregate principal balance and amount plus accrued but unpaid accrued interest on all Notes; divided by (ii) the number of shares of Maturity Conversion Preferred issued upon conversion of such Note on Notes pursuant to the date preceding clause (1) of such conversion by this Section 2(b); (y3) the applicable Conversion Price. In the event that of a Purchaser has not provided notice Liquidation Event (as defined in the Company Charter), the Maturity Conversion Preferred shares shall be entitled to be paid out of the assets of the Company legally available for distribution on a parri passu basis, prior and in preference to any distribution to the Company via the Lead Investor of the Special Purpose Vehicle of such Purchaser’s election to convert such Purchaser’s Note into Conversion Shares as provided in this Section 4.3Series B-1 Preferred Stock, the CompanySeries B Preferred Stock, at its optionthe Series A-4 Preferred Stock, at the Series A-3 Preferred Stock, the Series A-2 Preferred Stock, the Series A-1 Preferred Stock, and any time after such thirty (30) day period, may pay to such Purchaser the outstanding principal balance and unpaid accrued interest of such Note. The Conversion Shares shall be other shares of Series A Preferred Stock capital stock of the Company, which shall be on a newly created series of Preferred Stock having parri passu basis, an amount per share equal to two times the identical rights, preferences and privileges as the Series AA Preferred Stock Original Issue Price of the CompanyMaturity Conversion Preferred plus accrued but unpaid interest, and otherwise on the same terms and conditions, other than with respect to (i) the per share liquidation preference and the conversion price after payment in full of the Series AA B-1 Liquidation Preference, the Series B Liquidation Preference, the Series A-4 Liquidation Preference, the Series A-3 Liquidation Preference, the Series A-2 Liquidation Preference, and the Series A-1 Liquidation Preference (each as defined in the Company Charter), the remaining assets of the Company legally available for distribution in a Liquidation Event shall be distributed ratably to the holders of the Common Stock, the Series B-1 Preferred Stock, the Series B Preferred Stock, the Series A-4 Preferred Stock, the Series A-3 Preferred Stock, the Series A-2 Preferred Stock for purposes and the Series A-1 Preferred Stock, on an as if converted to Common Stock basis, provided that the Series B-1 Preferred Stock, the Series B Preferred Stock, the Series A-4 Preferred Stock, the Series A-3 Preferred Stock, the Series A-2 Preferred Stock and the Series A-1 Preferred Stock Series B-1 Preferred Stock shall be subject to the Series B-1 Liquidation Preference Cap, the Series B Liquidation Preference Cap, the Series A-4 Liquidation Preference Cap, the Series A-3 Liquidation Preference Cap, the Series A-2 Liquidation Preference Cap and the Series A-1 Liquidation Preference Cap, respectively, all in accordance with the Company Charter; (4) The holders of a majority of the Maturity Conversion Preferred shall be entitle to elect two members of the Board of Directors; (5) The holders of the requisite numbers of shares of Series B- 1 Preferred Stock, Series B Preferred Stock, Series A-4 Preferred Stock, Series A-3 Preferred Stock, Series A-2 Preferred Stock and Series A-1 Preferred Stock necessary to waive any applicable price-based anti-dilution protection, which will equal rights as to each such series of Preferred Stock resulting from the Conversion Price, (ii) the per share dividend, which will be the same percentage issuance of the Maturity Conversion Price as applied to determine the per share dividends Preferred and each such series of holders of Series AA Preferred Stock relative to the purchase price paid by such holders and (iii) such other terms and conditions as to be agreed upon by the parties. The Series A Preferred Stock shall otherwise vote as a single series no longer have any price-based anti-dilution rights with respect to those shares of Series B- 1 Preferred Stock, Series B Preferred Stock, Series A-4 Preferred Stock, Series A-3 Preferred Stock, Series A-2 Preferred Stock and Series A-1 Preferred Stock; (6) Any and all redemption rights set forth in Section 5 of the Company Charter held by the Series AA B-1 Preferred Stock except that any amendment or modification of and the Series A Preferred Stock that does not otherwise apply on the same terms as the Series AA B Preferred Stock shall be voted on by permanently waived and shall be eliminated and removed from the Company Charter; (7) Any and all rights under “Separate Vote of Series B Preferred and Series B-1 Preferred” as set forth in Section 2(b) of the Company Charter shall be permanently waived and shall be eliminated and removed from the Company Charter; and (8) The Amended and Restated Voting Agreement dated as of October 19, 2018 shall be amended to remove any specific rights of the holders of the Series A B-1 Preferred Stock, the Series B Preferred Stock, the Series A-4 Preferred Stock, the Series A-3 Preferred Stock, the Series A-2 Preferred Stock as a separate series. All and the terms in this Section 4.3 are subject Series A-1 Preferred Stock, individually or collectively to the terms and conditions of the Special Purpose Vehicle as administered by the Lead Investorelect any specific director or directors.

Maturity Conversion. (i) Upon the Maturity Date, at the option of Holder in his sole discretion, the Holder may convert the entire remaining Principal Balance and Accrued Interest of this Note (the “Maturity Conversion”) into a number of shares of Parent Common Stock (the “Maturity Conversion Shares”) equal to the amount of the Principal Balance plus the Accrued Interest to be converted divided by the Note Conversion Price. (ii) In order to exercise the right of Maturity Conversion, Holder shall surrender this Note at the principal office of Obligor and shall give written notice of such exercise, substantially in the form of the Conversion Notice, to Obligor at such office. Such Maturity Conversion shall be deemed to have been effected at the close of business on the date on which such Conversion Notice, duly completed and executed, shall have been given as aforesaid, and, at such time, the entire remaining Principal Balance and Accrued Interest as is subject to such Maturity Conversion shall be applied by Parent for and on behalf of Obligor in full payment of the Maturity Conversion Shares to be issued by Parent to the Holder as a result of the Maturity Conversion and such application shall discharge Obligor from all liability in respect of the Principal Balance of this Note, and Holder shall be deemed for all purposes to have become the holder of the Maturity Conversion Shares. (iii) As promptly as practicable, but in no event later than five (5) business days, after a Maturity Conversion, (1) Obligor, at its expense, shall cause the Conversion Notice presented by Holder to Obligor, and any other documents necessary for such Maturity Conversion, to be effected, (2) Parent shall cause the Maturity Conversion Shares to be issued to Holder and shall cause Holder’s name to be entered in the Parent’s shareholders’ registry with respect to such Maturity Conversion Shares, and (3) Obligor shall cause to be paid to Holder all Accrued Interest through and including the date of the Maturity Conversion on that portion of the Principal Balance subject to such Maturity Conversion. Notwithstanding any provision of this Note to the contrary, no Maturity Conversion shall be deemed to have occurred unless and until Obligor shall have complied with the obligations set forth in this paragraph, whereupon such Maturity Conversion shall be deemed to have been effective as of the Maturity Date; provided, there has not been a conversion pursuant however, that no failure by Obligor to Section 4.1, Section 4.2, or Section 4.4 or so comply with such obligations shall prohibit Holder from exercising his rights as the repayment holder of such Note, each Purchaser may elect, on or after the Maturity Date, by notice to the Company not later than thirty (30) days after the Maturity Date, to convert the outstanding principal balance and unpaid accrued interest of such Purchaser’s Note into that number of Conversion Shares equal to the quotient obtained by dividing (x) the outstanding principal balance and unpaid accrued interest of such Note on the date of such conversion by (y) the applicable Conversion Price. In the event that a Purchaser has not provided notice to the Company via the Lead Investor of the Special Purpose Vehicle of such Purchaser’s election to convert such Purchaser’s Note into Conversion Shares as provided in this Section 4.3, the Company, at its option, at any time after such thirty (30) day period, may pay to such Purchaser the outstanding principal balance and unpaid accrued interest of such Note. The Conversion Shares shall be shares of Series A Preferred Stock of the Company, which shall be a newly created series of Preferred Stock having the identical rights, preferences and privileges as the Series AA Preferred Stock of the Company, and otherwise on the same terms and conditions, other than with respect to (i) the per share liquidation preference and the conversion price of the Series AA Preferred Stock for purposes of price-based anti-dilution protection, which will equal the Conversion Price, (ii) the per share dividend, which will be the same percentage of the Conversion Price as applied to determine the per share dividends of holders of Series AA Preferred Stock relative to the purchase price paid by such holders and (iii) such other terms and conditions as to be agreed upon by the parties. The Series A Preferred Stock shall otherwise vote as a single series with the Series AA Preferred Stock except that any amendment or modification of the Series A Preferred Stock that does not otherwise apply on the same terms as the Series AA Preferred Stock shall be voted on by the Series A Preferred Stock as a separate series. All the terms in this Section 4.3 are subject to the terms and conditions of the Special Purpose Vehicle as administered by the Lead InvestorShares.

Maturity Conversion. In the event that as of (i) If a Next Financing is not consummated before the Maturity Date, there has not been a conversion pursuant to Section 4.1, Section 4.2, or Section 4.4 or the repayment of such Note, each Purchaser may electthen, on or after the Maturity Date, by notice to at the Company not later than thirty (30) days after option of Holder in its sole discretion, the Maturity Date, to Holder may convert the outstanding principal balance entire remaining Principal Balance and unpaid accrued interest Accrued Interest of such Purchaser’s this Note (the “Maturity Conversion”) into that a number of shares of Common Stock (the “Maturity Conversion Shares Shares”) equal to the quotient obtained amount of the Principal Balance plus the Accrued Interest to be converted divided by dividing the Note Conversion Price. (xii) In order to exercise the outstanding right of Maturity Conversion, Holder shall surrender this Note at the principal balance office of Obligor and unpaid accrued interest shall give written notice of such Note exercise, substantially in the form of Appendix 1 attached hereto (the “Conversion Notice”), to Obligor at such office. Such Maturity Conversion shall be deemed to have been effected at the close of business on the date on which such Conversion Notice, duly completed and executed, shall have been given as aforesaid, and, at such time, the entire remaining Principal Balance and Accrued Interest as is subject to such Maturity Conversion shall be applied by Obligor in full payment of such conversion the Maturity Conversion Shares to be issued by (y) the applicable Conversion Price. In the event that a Purchaser has not provided notice Obligor to the Company via the Lead Investor Holder as a result of the Special Purpose Vehicle Maturity Conversion and such application shall discharge Obligor from all liability in respect of such Purchaser’s election the Principal Balance and Accrued Interest of this Note, and Holder shall be deemed for all purposes to convert such Purchaser’s Note into have become the holder of the Maturity Conversion Shares Shares. (iii) As promptly as provided practicable, but in this Section 4.3no event later than five (5) business days after a Maturity Conversion, the Company(1) Obligor, at its optionexpense, at shall cause the Conversion Notice presented by Holder to Obligor, and any time after other documents necessary for such thirty Maturity Conversion, to be effected and (302) day period, may pay to such Purchaser Obligor shall cause the outstanding principal balance and unpaid accrued interest of such Note. The Maturity Conversion Shares to be issued to Holder and shall cause Holder’s name to be shares of Series A Preferred Stock of the Company, which shall be a newly created series of Preferred Stock having the identical rights, preferences and privileges as the Series AA Preferred Stock of the Company, and otherwise on the same terms and conditions, other than entered in Obligor’s shareholders’ registry with respect to (i) such Maturity Conversion Shares. Notwithstanding any provision of this Note to the per share liquidation preference contrary, no Maturity Conversion shall be deemed to have occurred unless and until Obligor shall have complied with the conversion price obligations set forth in this paragraph, whereupon such Maturity Conversion shall be deemed to have been effective as of the Series AA Preferred Stock for purposes of price-based anti-dilution protection, which will equal date the Conversion PriceNotice is given to Obligor; provided, (ii) however, that no failure by Obligor to so comply with such obligations shall prohibit Holder from exercising its rights as the per share dividend, which will be the same percentage holder of the Maturity Conversion Price as applied to determine the per share dividends of holders of Series AA Preferred Stock relative to the purchase price paid by such holders and (iii) such other terms and conditions as to be agreed upon by the parties. The Series A Preferred Stock shall otherwise vote as a single series with the Series AA Preferred Stock except that any amendment or modification of the Series A Preferred Stock that does not otherwise apply on the same terms as the Series AA Preferred Stock shall be voted on by the Series A Preferred Stock as a separate series. All the terms in this Section 4.3 are subject to the terms and conditions of the Special Purpose Vehicle as administered by the Lead InvestorShares.